SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rolfe Ronald S

(Last)

(First)

(Middle)

401 N MAIN STREET

(Street)

WINSTON-SALEM

27101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REYNOLDS AMERICAN INC [ RAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2017		D		26,129.5964	D	⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	$0.00⁽³⁾	07/25/2017		D			961.61	⁽⁴⁾	⁽⁴⁾	Common Stock	961.61	⁽⁵⁾	0	D
Phantom Stock Units	$0.00⁽³⁾	07/25/2017		D			8,062.96	⁽⁶⁾	⁽⁶⁾	Common Stock	8,062.96	⁽⁷⁾	3,159.58	D
Phantom Stock Units	$0.00⁽³⁾	07/25/2017		D			3,159.58	⁽⁸⁾	⁽⁸⁾	Common Stock	3,159.58	⁽⁹⁾	0	D

Explanation of Responses:

1. On January 16, 2017, Reynolds American Inc. ("RAI"), British American Tobacco p.l.c. ("BAT"), BATUS Holdings Inc., an indirect, wholly owned subsidiary of BAT, and Flight Acquisition Corporation, an indirect, wholly owned subsidiary of BAT ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), as it and the plan of merger contained therein were amended as of June 8, 2017, pursuant to which, on July 25, 2017, Merger Sub merged with and into RAI, with RAI surviving as an indirect, wholly owned subsidiary of BAT.

2. (Continued from footnote 1) On July 25, 2017, each share of common stock, par value $0.0001 per share, of RAI ("RAI Common Stock") (other than shares owned by BAT and its subsidiaries and shares held by stockholders who have properly asserted (and not lost or effectively withdrawn) a demand for appraisal rights) was automatically converted into the right to receive the merger consideration, consisting of (a) $29.44 in cash and (b) 0.5260 of one American depositary share of BAT (a "BAT ADS") (representing one ordinary share, par value 25 pence per share, of BAT), (collectively, the "Merger Consideration").

3. One Phantom Stock Unit represents one share of RAI Common Stock.

4. Under the Deferred Compensation Plan for Directors of RAI, these Phantom Stock Units were acquired upon the deferral by the reporting person (the "Insider") of portions of the Insider's cash compensation, accrued quarterly dividend equivalents in the form of additional Phantom Stock Units, and were generally payable in cash upon termination of the Insider's service with RAI.

5. Each of these Phantom Stock Units was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive a number of deferred stock units, each tracking the value of one BAT ADS, equal to the sum of (a) 0.5260 and (b) the quotient of (i) $29.44 divided by (ii) the closing price ($69.25) of one BAT ADS on July 24, 2017 as reported on the New York Stock Exchange (the "BAT ADS July 24 Closing Price").

6. These Phantom Stock Units were acquired as initial, annual or pro rata annual awards under the Equity Incentive Plan for Directors of RAI (the "EIAP"), accrued quarterly dividend equivalents in the form of additional Phantom Stock Units, and were generally payable in cash or RAI Common Stock in accordance with the Insider's written election.

7. Each of these Phantom Stock Units was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive, as chosen by the Insider, Merger Consideration.

8. These Phantom Stock Units were awarded on a quarterly basis under the EIAP, accrued quarterly dividend equivalents in the form of additional Phantom Stock Units, and were generally payable in cash upon termination of the Insider's service with RAI.

9. Each of these Phantom Stock Units was disposed of pursuant to the transactions described in the Merger Agreement in exchange for the right to receive a cash payment equal to the sum of (a) $29.44 and (b) 0.5260 multiplied by the BAT ADS July 24 Closing Price.

Remarks:

	/s/ McDara P. Folan, III, Attorney-in-fact	07/26/2017
	** Signature of Reporting Person	Date
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